Replies to post #205980 on Fortress Financial Group fka FFGO

[RoadLessTraveled]

Here's where shareholders stand with their 3499% dividend.

Once FFGO was revoked, the success of the Extraordinary Dividend declaration & distribution was inextricably linked to NMGL's commitment to acquire 100% of the shares of Bouse Gold Inc. & South Copperstone Inc., both directly from FFGO & Searchlight and also from FFGO stockholders who held them for various reasons.

NMGL can certainly continue in that role and complete the 12 remaining detailed agreement fulfillment conditions in FFGO's Dividend Declaration process (found here).

While it's true that NMGL cannot cancel the dividend itself, they currently do have a right to cancel their part in FFGO's dividend declaration process. That would mean that they would no longer have to be concerned with (or "harassed" about) completing their purchase of the remaining Bouse & South Copperstone shares. Should NMGL decide exercise that option, then FFGO would be in no position to create a new dividend process since they are no longer legally able to conduct such business.

Why?

Because they have been administratively dissolved by the state of Wyoming and lost their WY Business License.

End result?

The dividend process, as FFGO designed it, would be over by default.

Technically no longer able to be completed.

Or more bluntly...

Dead.

The last remaining hope for shareholders would appear to be a mutual agreement scenario in which FFGO returns the unregistered Preferreds to NMGL and have NMGL return their purchased BG & SC shares to FFGO. Assuming WY would allow this transaction to happen (neither FFGO nor NMGL currently have active Business Licenses) this would allow FFGO to liquidate them as "assets" which would be permitted under the WY Business Corporation Act Dissolution clause. But considering FFGO ceased operations and is nowhere to be found, there may be a Plan B...

Now, this is truly a Hail Mary hope of a plan, but NMGL could decide to exercise their option as described in this 8-K and dispose of their BG & SC shares themselves, using the proceeds to pay the holders of their Preferreds which, at present, would only be FFGO and not any of the other stockholders. That's assuming once again that NV SOS & WY SOS would even allow NMGL &FFGO to transact such business without those pesky business licenses.

In either case, it would still mean that the other holders of those BG & SC shares, including the 2005 Dividend holders, would be stuck trying to find their own buyer.

But shareholders shouldn't hold their breath for any of that to ever happen due to a rarely asked but extremely relevant question.

Question: What is the current market demand for shares in 2 administratively dissolved WY corporations which may or may not still be holding mining claims with no publicly documented valuation?

Is it any surprise that FFGO shareholders are turning to NMGL for answers as to whether or not they are still involved in the dividend process, a process in which NMGL played a major critical role as was clearly mentioned so many times by FFGO themselves (see below for exactly how many times NMGL appeared in FFGO's FAQ page).

Perhaps it would have been more responsible if FFGO had simply exercised their option of contacting their shareholders via email to give them an update status instead of shareholders having to resort to "harassing" Mr. Lowenthal, wouldn't you think?

Maybe it's time to put the blame where it really belongs...on the company that terminated all lines of communication with their investors and vanished with all their money, instead of the abandoned shareholders who must now try to find answers about their promised dividend all by themselves, using any and all means at their disposal.

Peter Bezzano & Fortress Financial Group just never left them with any other viable option.

Did they?


Additional Reading:

Let's see how big and important a role NMGL played in FFGO's dividend process. These quotes are all from the FFGO FAQ page:

Fortress Financial Group, Inc. (“Fortress”) has now successfully concluded on September 8, 2010; the sale of the company’s gold interests to North American Gold & Minerals Fund (“NMGL”) for Preferred Series “A” and Preferred Series “B” shares of NMGL stock.

The issuance of the NMGL Preferred Series “A” and “B” shares is an excellent vehicle for this purpose as it guarantees the holders of these Preferred shares that only they will benefit from the disposal of the assets. Preferred shares are commonly issued by major corporations for special classes of investment that are designed as maximum protected for the holders of those Preferred shares.

The purchaser is designed to become a highly qualified institutional quality organization. Though there is little information available in the public record at this time, this will become much clearer as time goes by.

All shareholders will become shareholders of NMGL Series “A” Preferred and NMGL Series “B” preferred shares if they are stockholders of Record when Fortress announces this Dividend. This is a necessary step in the process of cleanly apportioning a cash distribution should NMGL be successful in obtaining a cash buyer for these assets.

NMGL intends to purchase 100% ownership of Bouse Gold, Inc. and South Copperstone, Inc. This is imperative if they are to sell these Gold assets for cash going forward. NMGL has not however provided us with any timeframe as to when they intend to acquire the additional shares of Bouse Gold, Inc. and South Copperstone, Inc. and NMGL will clearly continue to follow their own business plan and will only complete all of these transactions as and when it fits into their own business plan. This NMGL policy very clearly extends as well to their purchasing shares from historic stockholders from 2005 who received shares of Bouse Gold, Inc. and of South Copperstone, Inc.

NMGL effectively came in as a “White Knight” to rescue this deal. NMGL receives a mere 5% fee upon their concluding a cash sale of the assets coupled with any excess in the event of the assets being sold at an amount exceeding the face value of the NMGL Preferred Series “A” and Series “B” shares. Had NMGL not rescued Fortress, the Loan Note Holders would have bankrupted Fortress and Searchlight Exploration, LLC would have exercised its legal rights and seized the Company’s Gold interests without delay.

There have been several questions directed at nuances of the valuations for the preferred shares such as the 3% dividend, the possibility of more value than the estimated valuation given based on Gold prices, etc. and the payment of fees to North American Gold & Minerals Fund.

What assurance is there that in the event of the mines being sold, shareholders will not simply be given more shares?

Fortress has no ability to make any guarantees, because the purchaser (NMGL) of the gold interests takes the control of this issue out of the hands of Fortress.

Will North American Gold & Minerals Fund provide Investor Relations support and interact with the holders of its Preferred Series “A” and Preferred Series “B” Stock?

No, NMGL will not. It is NMGL policy not to comment whatsoever outside of its Regulatory Filings. NMGL is being created to be an “Institutionally Held” Mining Investment & Finance Fund and it will conduct its business in the normal course of events as do all other substantial quoted corporations.

Fortress was unique in its information flow to stockholders. Since NMGL does not have retail investors or small stockholders, it operates its business in a very different manner. NMGL has made it very clear that it will not respond to questions of whatsoever nature and that it will only provide information in its filings with the SEC.

Fortress stockholders are reminded that they are the recipients of NMGL Preferred Series “A” and Series “B” shares. These instruments are nonvoting and not convertible into shares of NMGL common stock under any circumstances. Only holders of NMGL shares of common stock would be in a position to (a) vote and (b) discuss matters with NMGL Management.

Does Fortress hold any other assets of whatsoever nature?

No, it does not. Its sole assets were its shares of Bouse Gold, Inc. and South Copperstone, Inc. common stock; now disposed of to NMGL. These shares were held by Western Diversified Mining resources, Inc. (“Western”), a wholly owned subsidiary company of Fortress.

Western (and Fortress) now only hold the NMGL Preferred Series “A” and Series “B” shares. These will be distributed in full as a dividend to stockholders on the Record Date in due course. Certain of these NMGL Preferred Series “A” and Series “B” shares owned by Western/Fortress will be transferred at face value to Sloane Investments, Inc. to settle all debt owed by Fortress/Western to Sloane Investments, Inc.

Are there any prospective buyers for either “Bouse” or “South Copperstone” at this time?

According to NMGL, there are no serious buyers with cash at this date. Offers that were made to date were not acceptable to NMGL as they involved stock in other quoted corporations.

How foreseeable or under what circumstances could there be or is there to be a partial liquidation of the NMGL Preferred Series “A” or Series “B” shares?

This not a likely event insofar as the current strategy of NMGL is to acquire a 100% interest in Bouse Gold, Inc. and South Copperstone, Inc. and to dispose of these two corporations and utilize the proceeds to redeem the NMGL Preferred Series “A” and the Series “B” shares. WE cannot comment on behalf of NMGL but we would caution stockholders not to rely upon partial any liquidation whatsoever of the NMGL Preferred Series “A” and Series “B”.

Would NMGL ever consider a conversion of the NMGL Preferred Series “A” and the “Series “B” shares into NMGL shares of Common Stock?

Absolutely not; and under no circumstances would this ever happen. The NMGL Preferred Series “A” and Series “B” shares are not convertible whatsoever and have no voting rights whatsoever

What assurances do holders of NMGL Preferred Series “A” and Series “B” shares have that if the mines are sold, that NMGL will not accept stock in another corporation?

There are no guarantees. That is an NMGL decision going forward. However NMGL has stated that if they were to accept stock it would only be in a large corporation with freely tradable liquid shares of common stock.

Does the price of Gold affect the holders of NMGL Preferred Series “A” and Series “B” shares?

In our opinion, it does not. However should the price of Gold decline dramatically prior to NMGL disposing of Bouse Gold, Inc. and South Copperstone, Inc. then the NMGL Preferred Series “A” and Series “B” shares would be worth less than their face value.

Are there any plans to develop either “Bouse” or “South Copperstone” if they are not sold soon?

No. NMGL has not expressed any interest in developing these Mines as they have stated that at this time, they are merely “warehousing” both “Bouse” and “South Copperstone” on behalf of the holders of the Preferred Series “A” and Series “B” shares. NMGL has their own business plans which are solely the business of the holders of NMGL shares of common stock and not the business of Fortress stockholders.

However it is possible that NMGL may change their strategy in respect of these Mines. They have not provided any guidance to ourselves whatsoever in this respect.

Upon the payment of the Dividend, will the NMGL Preferred Series “A” and Series “B” be delivered in Certificate Form?

No, they will not be delivered in certificate form if stockholders hold their Fortress shares of common stock in a brokerage account. Those whom are named on the Fortress stockholder register at the Record Date of the Dividend would receive their dividend in certificate form.

This Dividend will not be declared until NMGL has (a) acquired the balance of the Bouse Gold, Inc. shares of common stock giving them 100% ownership of Bouse Gold, Inc. through the issue of additional NMGL Preferred Series “A” shares (b) acquired the balance of the South Copperstone, Inc. shares of common stock giving them 100% ownership of South Copperstone, Inc. through the issue of additional NMGL Preferred Series “B” shares (c) audited both Bouse Gold, Inc. and South Copperstone, Inc. (d) NMGL will be required to file a “Super Form 8-K with SEC upon their obtaining control of both Bouse Gold, Inc. and South Copperstone, Inc. (e) filed a Registration Statement with the SEC in respect of the NMGL Preferred Series “A” and Series “B” shares (f) such Registration Statement has become effective (g) obtained a CUSIP Number and a Trading Symbol for both the NMGL Preferred Series “A” and the Series “B” shares and (h) admitted the NMGL Preferred Series “A” and Series “B” shares for trading on a recognized exchange.

NMGL has set these “ground rules” as stated above and they are not negotiable. NMGL refuses to enter into any discussions or debates of whatsoever nature in respect of these transactions, as is their right.

If the mines sell for more than the existing price, will the increase be given to the Preferred Shareholders?

No. The face value of the NMGL Preferred Series “A” is US$16.00 per share and the face value of the NMGL Preferred Series “B” is US$2.20 per share. Should there be any excess over the face value of these Preferred Series “A” and Series ”B”, it will be solely for benefit of NMGL and their holders of shares of common stock.

How can I calculate the value of my historical dividends?

Guidance has been given for the value of the historical dividends in the aforementioned website page titled ‘historical dividends’ under the ‘dividend’ section of the “Investor” page at the website: www.fortfinancegroup.com.

When NMGL elects to purchase the shares of Bouse Gold, Inc. common stock and South Copperstone, Inc. common stock from those stockholders who received these aforesaid shares of common stock through the 2005 Dividends, it will do so at the same pricing per share as announced and through the issue of additional NMGL Preferred Series “A” and Series “B” shares. NMGL has given no undertakings as to when it intends to purchase these aforesaid shares.

In respect of the 3% annual dividend, what is the mechanism that triggers this event?

NMGL cannot pay a dividend to its own stockholders of its common stock from any profits derived from either Bouse Gold, Inc. or from South Copperstone, Inc. until the 3% dividend for that year has first been paid to the holders of the NMGL Preferred Series “A” and Series “B” shares.

The NMGL Board of Directors would presumably declare the dividend for a fiscal year once the earnings for that year, if any, were calculated and audited. So it would be payable annually, if this was ever to apply. We have absolutely no guidance from NMGL whatsoever in this respect.

Would NMGL be entitled to cancel these transactions for any reason?

NMGL is entitled to cancel these transactions should they deem these transactions to be of reputational risk to themselves. The agreements provide for such termination by NMGL in the event of any litigation against Fortress or Western or any regulatory actions against Fortress. Damaging and libelous statements publicly leveled at NMGL, its Directors, Advisors and controlling stockholders could also trigger such termination. In the event of NMGL terminating these agreements, Fortress and Western have been advised by Searchlight Exploration, LLC that Searchlight Exploration, LLC would in likelihood exercise its rights and remedies to terminate its Agreements and reclaim all of the Bouse Gold, Inc. and South Copperstone, Inc. properties as it is legally entitled to do so.

Furthermore, Searchlight Exploration, LLC amended the critical terms of its agreements with Bouse Gold, Inc. and South Copperstone, Inc. to facilitate a sale of these properties by NMGL. These amendments by Searchlight Exploration were subject to both Bouse Gold, Inc. and South Copperstone, Inc. being owned by NMGL and that Fortress was no longer a direct stockholder in either corporation. If NMGL was to cancel this transaction for whatsoever reason with Western / Fortress, it would be in a position to do so up until the date that Fortress declared the dividend distribution of these NMGL Preferred Series “A” and Series “B” shares.

How are the holders of the NMGL Preferred Series “A” and Series “B” shares protected from an NMGL Bankruptcy?

The designations, preferences and rights that exist in the NMGL Preferred Series “A” and Series “B” shares protect the holders of those instruments in the event of a bankruptcy of NMGL as both Bouse Gold, Inc. and South Copperstone, Inc. are held by NMGL for the benefit of those holders of the NMGL Preferred Series “A” and the Series “B” shares. The Preferred stockholders get first rights over these assets in the event of a bankruptcy and enjoy privileges in respect of Bouse Gold, Inc. and South Copperstone, Inc. That is not a privilege extended to the holders of NMGL shares of common stock.

No NMGL Preferred Series “A” and Series “B” shares may be redeemed prior to January 1st, 2011. What is the process by which shares may be redeemed after that date and can shareholders elect to redeem a percentage of shares?

On or after January 1, 2011, NMGL may at its sole and absolute discretion redeem all or part of either of the Preferred Series “A” shares or the Preferred Series “B” shares for cash. This is at the discretion of the NMGL Board of Directors and there is absolutely no possibility that NMGL has any intention whatsoever of considering any such actions at that time. NMGL, at this time, considers these transactions as a mere “warehousing” exercise, their intention is to obtain 100% ownership of both Bouse Gold, Inc. and South Copperstone, Inc. over a period of time, to then use their best efforts to dispose of both Bouse Gold, Inc. and South Copperstone, Inc. and if successful, NMGL would then redeem the Preferred Series “A” and the Preferred Series “B” shares for cash and at their face value.

While NMGL is not specifically mentioned by name in this next quote, they have already been established & recognized as the "purchaser".

IS IT A REQUIREMENT BY THE PURCHASER THAT BOUSE GOLD, INC. AND SOUTH COPPERSTONE, INC. BE AUDITED PRIOR TO EXECUTION OF THE PURCHASE OF FORTRESS FINANCIAL GROUP, INC.’S STOCK IN THESE CORPORATIONS?:

No, it is not a requirement as the Purchaser is not acquiring control of either Bouse Gold, Inc. nor of South Copperstone, Inc. by acquiring the stock in those Corporations held by Fortress Financial Group, Inc.

The Purchaser has advised ourselves that their external Auditors will be auditing both of these Corporations prior to their increasing stockholdings in both of these Corporations through additional purchases of stock in both Bouse Gold, Inc. and South Copperstone, Inc. as they will be taking their holding to 100% of both of these Corporations. This has no bearing whatsoever on their initial transaction in the purchase of the stock held in these Corporations by Fortress Financial Group, Inc.

PAYMENT OF THE SALE PROCEEDS BY WAY OF A SINGLE EXTRAORDINARY DIVIDEND:

Upon completion of the sale agreements, the proceeds will be paid by the Purchaser to Fortress Financial Group, Inc. The Transfer Agent to Fortress Financial Group, Inc. will then set both a “Record Date” and a “Payment Date” with FINRA to distribute the sale proceeds in full to our stockholders.

In order to qualify for this Extraordinary Dividend, one would have to be a stockholder of record as at the “Record Date”.

Sources:
SEC final revocation order (12/7/2011) http://sec.gov/litigation/admin/2011/34-65905.pdf
NMGL BG&SC shareholder 8-K (4/23/2010) http://www.sec.gov/Archives/edgar/data/802206/000101376210000934/form8k.htm
NMGL'S Detailed Agreement Conditions http://investorshub.advfn.com/boards/read_msg.aspx?message_id=80008734
WY SOS re FFGO https://wyobiz.wy.gov/Business/FilingDetails.aspx?eFNum=182143038089132045190048039040111180192208018174
WY Business Corp Act http://legisweb.state.wy.us/statutes/statutes.aspx?file=titles/Title17/T17CH16.htm
NMGL Preferreds Sales/Liquidation 8-K (8/12/2010) http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7410342
FFGO FAQ (archived) http://investorshub.advfn.com/boards/read_msg.aspx?message_id=76460782